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| Copyright ©2006 by Deming, Parker, Hoffman, Green, Campbell & Daly, L.L.C. All rights reserved. You may reproduce materials available at this site for your own personal use and for non-commercial distribution. All copies must include the above copyright notice. The information you obtain at this site is not, nor is it intended to be, legal advice. You should consult an attorney for individual advice regarding your own situation. |
Green, Campbell & Daly, L.L.C. |
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| Business & Corporate Law |
| How do I start a business in Georgia? At the very least, you will need a business license from the city or county in which your main office or headquarters if physically located. If you will have employees, it will also be necessary to obtain an Employer Identification Number (EIN) from the Internal Revenue Service and a Georgia Department of Labor |
(Unemployment) Tax Identification Number as well as Workers Compensation
Insurance. Lastly, it may also be necessary to obtain a Georgia Sales & Use
Tax Identification Number for the business depending on your line of business.
What would be my liability in connection with my business? Without
taking any further steps, a business owned by one person would be
considered a sole proprietorship. A business owned by two or more persons
would be considered a partnership. Owners of interests in sole
proprietorships and partnerships are personally liable for any and all debts,
claims or judgments that arise out of the operation of their business. This
means that if a third party wins a judgment against a sole proprietorship or a
partnership, the individual owners would be personally responsible for paying
the judgment. If the judgment is not paid, the wages and/or bank accounts of
the individual owners may be garnished or liens may be levied against their
real property.
If a business is incorporated or organized as a limited liability company, the
individuals that owned the business would not be personally liable for the
debts, claims or judgments that arise out of the operation of the business as
long as the businesses are properly maintained. Owners of corporations or
limited liability companies are only liable for claims against the business to the
extent that they have invested in the business. Their personal wages and/or
bank accounts can not be garnished and liens can not be placed against their
personal property.
What is a corporation? A corporation is an entity that can limit the liability
of its owner(s). It is formed by making certain filings with the Georgia
Secretary of State and the Internal Revenue Service. There are two (2) types
of corporations. They are as follows:
What are the differences between the “C” and the “S” Corporation?
A “C” Corporation is a standard corporation. It can have an unlimited number
of shareholders. However, it would be subject to double taxation. Double
taxation means that the Corporation is required to pay income taxes before its
income is distributed to shareholders. The shareholders must then pay
income tax on any income that is distributed to them. Thus, the same income
is taxed at two levels.
An “S” Corporation is different in that it has “pass through” taxation. That
means that the Corporation itself is not taxed. Income passes through the
corporation and is only taxed when it is distributed to the shareholders.
However, an “S” Corporation is also different in that it can only have a
maximum of 32 shareholders. This may pose a problem for a company
seeking to raise a large amount of capital.
What is a Limited Liability Company or LLC? A Limited Liability Company
or LLC is also an entity that can limit the personal liability of its owners. It is
also formed by making certain filings with the Georgia Secretary of State and
the Internal Revenue Service. Like a “C” Corporation it can have an unlimited
number of shareholders or members. However, it is also like an “S”
Corporation in that it has “pass through” taxation. The Limited Liability
Company is usually also less expensive to form and less difficult to maintain
than a “C” or “S” Corporation.
S Corporations vs LLCs - click to read article
What is a Trademark? A trademark is a name or symbol that is used by a
business to identify its good or services. In order to protect its rights to use
the trademark and to prevent others from infringing upon the trademark, it is
advisable for the business to register the trademark. A trademark may be
registered on the federal or state level. However, it is strongly advisable that
the registration be made on the federal level to ensure maximum protection.
What is a Copyright? Copyright is a form of protection provided by the laws
of the United States to the authors of “original works of authorship,” including
literary, dramatic, musical, artistic, and certain other intellectual works such as
computer software. Although this protection is provided from the time that the
work is first “published”, an author can not enforce his/her rights until the work
has been formally registered with the United States Copyright Office.
Insurance. Lastly, it may also be necessary to obtain a Georgia Sales & Use
Tax Identification Number for the business depending on your line of business.
What would be my liability in connection with my business? Without
taking any further steps, a business owned by one person would be
considered a sole proprietorship. A business owned by two or more persons
would be considered a partnership. Owners of interests in sole
proprietorships and partnerships are personally liable for any and all debts,
claims or judgments that arise out of the operation of their business. This
means that if a third party wins a judgment against a sole proprietorship or a
partnership, the individual owners would be personally responsible for paying
the judgment. If the judgment is not paid, the wages and/or bank accounts of
the individual owners may be garnished or liens may be levied against their
real property.
If a business is incorporated or organized as a limited liability company, the
individuals that owned the business would not be personally liable for the
debts, claims or judgments that arise out of the operation of the business as
long as the businesses are properly maintained. Owners of corporations or
limited liability companies are only liable for claims against the business to the
extent that they have invested in the business. Their personal wages and/or
bank accounts can not be garnished and liens can not be placed against their
personal property.
What is a corporation? A corporation is an entity that can limit the liability
of its owner(s). It is formed by making certain filings with the Georgia
Secretary of State and the Internal Revenue Service. There are two (2) types
of corporations. They are as follows:
- The “C” Corporation
- The “S” Corporation
What are the differences between the “C” and the “S” Corporation?
A “C” Corporation is a standard corporation. It can have an unlimited number
of shareholders. However, it would be subject to double taxation. Double
taxation means that the Corporation is required to pay income taxes before its
income is distributed to shareholders. The shareholders must then pay
income tax on any income that is distributed to them. Thus, the same income
is taxed at two levels.
An “S” Corporation is different in that it has “pass through” taxation. That
means that the Corporation itself is not taxed. Income passes through the
corporation and is only taxed when it is distributed to the shareholders.
However, an “S” Corporation is also different in that it can only have a
maximum of 32 shareholders. This may pose a problem for a company
seeking to raise a large amount of capital.
What is a Limited Liability Company or LLC? A Limited Liability Company
or LLC is also an entity that can limit the personal liability of its owners. It is
also formed by making certain filings with the Georgia Secretary of State and
the Internal Revenue Service. Like a “C” Corporation it can have an unlimited
number of shareholders or members. However, it is also like an “S”
Corporation in that it has “pass through” taxation. The Limited Liability
Company is usually also less expensive to form and less difficult to maintain
than a “C” or “S” Corporation.
S Corporations vs LLCs - click to read article
What is a Trademark? A trademark is a name or symbol that is used by a
business to identify its good or services. In order to protect its rights to use
the trademark and to prevent others from infringing upon the trademark, it is
advisable for the business to register the trademark. A trademark may be
registered on the federal or state level. However, it is strongly advisable that
the registration be made on the federal level to ensure maximum protection.
What is a Copyright? Copyright is a form of protection provided by the laws
of the United States to the authors of “original works of authorship,” including
literary, dramatic, musical, artistic, and certain other intellectual works such as
computer software. Although this protection is provided from the time that the
work is first “published”, an author can not enforce his/her rights until the work
has been formally registered with the United States Copyright Office.
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